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Exhibit 10.2
IRWIN FINANCIAL CORPORATION
2001 STOCK PLAN
RESTRICTED STOCK UNIT AGREEMENT
(WITH PERFORMANCE CRITERIA)
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1. Grant of Restricted Stock Unit Award . Irwin Financial
Corporation, an Indiana corporation (the "Company") hereby grants
to _______________ the number of Restricted Stock Units set
forth in the Notice of Restricted Stock Unit Award subject to the
terms, definitions and provisions of the Company's 2001 Stock Plan
(the "Plan"), the terms of which are incorporated herein by
reference. Pursuant to Section 4 of the Plan, all determinations
and interpretations with respect to the Plan or this Agreement
shall be made by the Committee. Except to the extent expressly
provided herein, capitalized terms used in this Agreement shall
have the same meaning ascribed thereto in the Plan.
2. Award . Pursuant to Section 10 of the Plan,
Participant is hereby granted an Award of Restricted Stock Units
described on the Notice of Restricted Stock Unit Award attached
hereto.
3. Restrictions; Restricted Period; Performance Standard for
Vesting; Dividends .
(a) Restrictions . The Restricted Stock Units covered by
the Award shall be subject to the restrictions set forth in Section
10 of the Plan, which include, but are not limited to, prohibitions
on the sale, transfer, assignment, pledge or encumbrance of the
Restricted Stock Units, prior to the Committee Certification Date,
as described below and on the Notice of Restricted Stock Unit Award
attached hereto (the period ending on such date for Restricted
Stock Units is hereinafter referred to as the "Restricted
Period").
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- Restricted Period; Vesting Measurement Period; Committee
Certification Date . The Restricted Period shall be a period
commencing on the date of this Award and ending on the Committee
Certification Date (as defined below). The period for measuring the
performance standard for vesting of the Restricted Stock Units
covered by this Award (the "Vesting Measurement Period") shall be a
period of three calendar years commencing on January 1
st of the year in which this Award was granted and
ending on December 31 st of the second full year
following the year in which the Award was granted. The Committee
Certification Date is the date on which the Committee certifies the
Vesting Calculation (as defined below) pursuant to Section 10.1(b)
of the Plan, which certification shall occur as soon as practicable
following the expiration of the Vesting Measurement Period or, in
the event of Participant's death, disability or Approved
Retirement, within sixty (60) days after such event occurs.
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(c) Performance Standard for Vesting . Restricted Stock
Units covered by this Award will vest (and the restrictions with
respect thereto will lapse) based on the Company's average bonus
payout level relative to target performance under the Irwin
Financial Corporation Short-Term Incentive Plan ("IFC STIP") during
the three years of the Vesting Measurement Period, as certified by
the Committee on the Committee Certification Date and as more
particularly described below in this Section 3(c). Specifically,
the number of Restricted Stock Units covered by this Award that
will vest at the end of the Restricted Period, if any, will be
determined by a fraction, expressed as a percentage (and rounded to
the nearest whole share), the numerator of which is the sum of the
IFC Bonus Multiples used for each of the three years of the Vesting
Measurement Period, and the denominator of which is 3 (the "Vesting
Calculation"); provided, however, that in no event shall the
Vesting Calculation exceed 100%. For purposes of this Section 3(c),
the "IFC Bonus Multiple" means, with respect to a particular IFC
STIP performance year, the multiple, expressed in terms relative to
a 1X target award opportunity under the IFC STIP, which is
determined by the Committee in its sole discretion for use in
calculating the bonus payout to IFC STIP participants for the
Company's performance in such year. For example (and for
illustrative purposes only), in the case of an award of 1,000
Restricted Stock Units where the IFC Bonus Multiples used for
performance in the years 2007, 2008 and 2009 are 0.5, 1.0 and 1.0,
respectively, the Vesting Calculation would be 83.33% (2.5 divided
by 3), and the number of vested Restricted Stock Units would be
833. The number of Restricted Stock Units covered by this Award
that do not vest pursuant to this Section 3(c) at the end of the
Restricted Period shall automatically be deemed to be forfeited and
returned to the Company.
4. Termination of Employment or Service .
(a) Termination of Employment or Service Due to Death,
Disability or Approved Retirement . In the event a
Participant's employment or service as a director is terminated by
reason of death, Disability (as defined below) or Approved
Retirement during the Vesting Measurement Period, the provisions of
clauses 4(a)(i) through (iii) below shall govern the extent to
which the Restricted Stock Units covered by this Award shall vest
and shall be paid to the Participant pursuant to the Plan, if at
all:
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(i) the number of Restricted Stock Units covered by this Award
that shall vest upon death, Disability, or Approved Retirement of
the Participant shall be determined in the same manner as provided
in Section 3(c) above, except that (x) the IFC Bonus Multiple used
to determine the bonus payout to IFC STIP participants for
performance in the year of the separation from service and any
future year of the applicable Vesting Measurement Period shall be
disregarded in the numerator of the fraction used in the Vesting
Calculation (it being understood that the number "3" shall remain
the denominator in such fraction ), and (y) the maximum percentage
of such vested shares relative to the total number of shares
covered by this Award shall in no event be greater than the Time
Vesting Percentage Cap;
(ii) the Committee shall meet within sixty (60) days of the date
of death, Disability determination or Approved Retirement in order
to certify the Vesting Calculation, whereupon the Restricted Period
on the number of Restricted Stock Units that vest pursuant to
clause 4(a)(i) above, if any, shall terminate, and such vested
Restricted Stock Units shall thereupon be free of restrictions;
and
(iii) the number of Restricted Stock Units that do not vest
pursuant to clause 4(a)(i) above shall automatically be deemed to
be forfeited and returned to the Company; provided, however, that
the Committee in its sole discretion may waive such automatic
forfeiture of any or all such Restricted Stock Units (and any
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